What changed in this filing

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Item 9A. Controls and Procedures

2025-03-17 compared with 2024-02-29 · 553 added, 343 removed, 885 unchanged (50% of the section changed)

8 unchanged sentences

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

In Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, we identified four material weaknesses in our internal control over financial reporting, relating to the operating effectiveness of our internal controls associated with:

(i) the accounting for inventory, including excess and obsolescence reserves (the “Inventory MW”), (ii) the accounting for salaries and commissions expense (the “Compensation MW”), (iii) the financial statement close process, including financial reporting, share-based compensation and non-recurring transactions such as impairment of assets and accounting for leases (the “Financial Statement Close Process MW”), and (iv) the accounting for property and equipment, net (the “Property and Equipment MW”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Previously Identified Material Weaknesses

In the section titled “Part II, Item 9A.

Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 6, 2023, we identified four material weaknesses in our internal control over financial reporting relating to the operating effectiveness of our internal controls associated with:

In our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed with the SEC on February 29, 2024 (the “2023 Original Report”), our management concluded that the Financial Statement Close Process MW and Compensation MW were remediated as of December 31, 2023.

Our management also concluded that control deficiencies for to a portion of the Inventory MW related to the valuation of our inventory, including excess and obsolescence reserves, (“the Inventory Valuation MW”) and the Property and Equipment MW continued to constitute material weaknesses in our internal control over financial reporting.

Subsequent to the filing of the 2023 Original Report, in the section titled “Part II, Item 9A.

Controls and Procedures” of Amendment No.

1 to our Annual Report on Form 10-K/A for the year ended December 31, 2023, as filed with the SEC on December 26, 2024 (the “Amended Annual Report on Form 10-K/A”), our management concluded that the restatement of our previously issued financial statements in the Amended Annual Report on Form 10-K/A was a result of a newly identified design deficiency associated with the Inventory Valuation MW, related to the Company's internal controls over the capitalization of labor and overhead costs.

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Remediation of Previously Identified Material Weaknesses

During 2023, we took a number of actions and incurred expenses of approximately $4.2 million, including the efforts outlined below, designed to improve our internal control over financial reporting to remediate the material weaknesses identified above.

These efforts included:

● hired additional personnel with public company experience who have the appropriate level of expertise in the respective areas of accounting, SEC financial reporting, and associated internal controls commensurate with the type, volume, and complexity of our accounting operations and reporting requirements, including a Corporate Controller and an Assistant Controller;

● continued to supplement our team with advisory consultants to provide additional depth and breadth in our period-end closes, technical accounting, financial reporting capabilities, and internal controls compliance;

● implemented recommendations from a third-party service provider we engaged to perform an assessment of our internal control design and operation and provide us recommendations to enhance the effectiveness of such controls;

● engaged a third-party consultant to assess our current enterprise resource planning system and identify opportunities to enhance our use of the system through automating certain controls and processes, for which development of system enhancements were made and continue to be underway;

● engaged an accounting advisory consultant who conducted additional trainings on a regular basis related to internal control over financial reporting with our team members including, but not limited to, finance and accounting personnel.

Based on the efforts above and after demonstrating the operating effectiveness of the related internal controls for a sufficient period of time, management has concluded that the Financial Statement Close Process MW and Compensation MW were remediated as of December 31, 2023.

During 2024, we took a number of actions designed to improve our internal control over financial reporting and in furtherance of remediating the Inventory Valuation MW and Property and Equipment MW.

We incurred expenses of approximately $5.7 million to remediate these material weaknesses.

Based on our efforts and after demonstrating the operating effectiveness of the related internal controls for a sufficient period of time, management has concluded that the Property and Equipment MW was remediated as of December 31, 2024.

Evaluation of Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our evaluation under the framework set forth in Internal Control-Integrated Framework, as well as the actions outlined above, while our management concluded that the Financial Statement Close Process MW and Compensation MW were remediated as of December 31, 2023, management concluded that our internal control over financing reporting was not effective at the reasonable assurance level as of December 31, 2023 due to the material weaknesses described below.

Our management concluded that control deficiencies existed as of December 31, 2023, and that these control deficiencies constituted material weaknesses in our internal control over financial reporting.

Specifically, management concluded that a portion of the Inventory MW related to the valuation of our inventory, including excess and obsolescence reserves (the “Inventory Valuation MW”) and the Property and Equipment MW continued to exist as of December 31, 2023.

The primary cause of the Inventory Valuation MW is our reliance on manual processes to verify the completeness and accuracy of information used in our inventory valuation outputs, and the adequacy and documentation of reviews over these outputs.

For the Property and Equipment MW, while the related internal controls were implemented and effective as of December 31, 2023, they were not in all cases in place for a sufficient period of time to demonstrate operating effectiveness as of December 31, 2023.

We have not identified any material misstatements as a result of the material weaknesses discussed above.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”).

Based on our evaluation under the 2013 Framework, management concluded that our internal control over financing reporting was not effective at the reasonable assurance level as of December 31, 2024 due to the material weaknesses described below:

• Management concluded the Inventory Valuation MW continued to exist in light of the restatement of our previously issued financial statements included in our Amended Annual Report on Form 10-K/A, and the lack of time available to implement remediation efforts covering both the design and operating effectiveness over the identified control deficiencies.

• Management identified a material weakness in the operating effectiveness of our internal controls associated with the accounting for Accelerator Laboratory revenue, a component of our service and other revenue (the “Accelerator Revenue MW”).

The primary cause of the Accelerator Revenue MW was our reliance on manual controls and processes, including insufficient documentation of reviews of the information used to record Accelerator Laboratory revenue.

Nevertheless, based on a number of factors, including the performance of additional procedures by our management designed to ensure the reliability of our financial reporting, we believe that the Consolidated Financial Statements and Notes to Consolidated Financial Statements in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations, and cash flows as of the dates, and for the periods, presented, in conformity with U.S.

If not remediated, or if we identify further material weaknesses in our internal control, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our consolidated financial statements or a failure to meet our reporting and financial obligations.

The Company’s independent registered public accounting firm, Ernst & Young LLP, has also issued an audit report on the Company’s internal control over financial reporting, which is included elsewhere in this Annual Report on Form 10-K.

Continuing Remediation Efforts

Management, with oversight from the Audit Committee of our Board of Directors, is taking steps to remediate the control deficiencies that resulted in the Inventory Valuation MW and Property and Equipment MW described above by implementing changes to our internal control over financial reporting.

Our plans for remediation include, but are not limited to, the efforts summarized below, which have been or are in the process of being implemented:

● we have engaged accounting advisory consultants to implement new software systems to automate manual key inventory valuation processes and outputs;

● we will strengthen, document, and implement additional compensating controls;

● we will continue to focus on effectively operating controls that did not have a sufficient period of time to demonstrate operating effectiveness as of December 31, 2023;

● we will continue to evaluate, enhance, and add personnel in the finance organization with a focus on the requisite experience in the areas of accounting, SEC financial reporting, and associated internal controls.

We expect to continue our efforts to remediate the Inventory Valuation MW and Property and Equipment MW as described above through fiscal year 2024.

We believe that the implementation of the above steps will allow us to address the deficient controls within our internal control environment, which will facilitate the remediation of the Inventory Valuation MW and Property and Equipment MW.

Remediation Efforts

Our management, with oversight from the Audit Committee of our Board of Directors, is taking steps to remediate the control deficiencies that resulted in the Inventory Valuation MW and the Accelerator Revenue MW described above by implementing changes to our internal control over financial reporting.

Our remediation activities undertaken to date and additional planned actions include, but are not limited to, the efforts summarized below:

• we have hired a Vice President, SOX Transformation and have begun hiring an internal SOX Transformation team to:

◦ oversee the remediation of our material weaknesses and drive further improvements across our internal controls;

◦ continue evaluating and designing effective and scalable internal controls and to strengthen the documentation of our existing controls;

◦ establish new internal controls evaluating the accounting for inventory and enhance inventory valuation review procedures;

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◦ enhance and expand our existing revenue recognition control procedures and attributes to sufficiently document our assessment of, and reviews over, information used to record Accelerator Laboratory revenue;

◦ provide trainings on a regular basis related to internal control over financial reporting for all control owners;

◦ identify opportunities to enhance our use of our systems through automating certain controls and processes.

• we have engaged accounting advisory consultants to implement new software solutions to automate key manual inventory valuation processes and outputs;

• we have implemented a new analysis of labor and overhead cost capitalization, including related controls;

• we continue to implement additional compensating controls and will continue to do so throughout the remainder of fiscal year 2025;

• we continue to execute controls that we worked to improve during fiscal year 2024 that did not have a sufficient period of time to demonstrate operating effectiveness as of December 31, 2024;

• we continue to evaluate, enhance, and add personnel in the finance organization with a focus on the requisite experience in the areas of accounting, SEC financial reporting, and internal control compliance;

• we continue to supplement our team with accounting consultants to provide additional depth and breadth in our period end closes, financial reporting capabilities, and internal controls compliance until we have filled key additions or vacancies on our team with qualified personnel for a sufficient period of overlap to ensure successful transition of responsibilities.

We expect to continue our efforts to remediate the Inventory Valuation MW and Accelerator Revenue MW through fiscal year 2025.

As we continue to evaluate and work to improve our internal control over financial reporting, we will take additional measures to address control deficiencies and we may modify certain of the remediation measures described above.

Following our design and implementation of our remediation efforts, we will need to demonstrate their operating effectiveness.

We will not be able to consider the Inventory Valuation MW and Property and Equipment MW remediated until the applicable remedial controls operate for a sufficient period of time and our management has concluded, through testing, that our controls are operating effectively.

We will not be able to consider the Inventory Valuation MW or the Accelerator Revenue MW remediated until the applicable remedial controls operate for a sufficient period of time and our management has concluded, through testing, that our controls are operating effectively.

Changes in Internal Control over Financial Reporting

Other than related to the changes outlined above to remediate the material weaknesses described above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the changes outlined related to the remediation of the material weaknesses described above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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The following material weaknesses have been identified and included in management’s assessment.

Management has identified material weaknesses in internal controls related to (i) the accounting for inventory valuation, including excess and obsolescence reserves, and (ii) the accounting for property and equipment, net.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 29, 2024, which expressed an unqualified opinion thereon.

Management has identified material weaknesses in controls related to the valuation of inventory, including excess and obsolescence reserves and the capitalization of labor and overhead costs, and the accounting for Accelerator Laboratory revenue.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 17, 2025 which expressed an unqualified opinion thereon.

Basis for Opinion

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management

and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Boston, Massachusetts

February 29, 2024

March 17, 2025

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OTHER INFORMATION

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Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND C ORPORATE GOVERNANCE

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024 and is incorporated into this Annual Report on Form 10-K by reference.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND R ELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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PRINCIPAL ACCOUNTANT FEES AND SERVICE S

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is Ernst & Young LLP, New York, NY, (PCAOB ID 42).

The other information required by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024 and is incorporated into this Annual Report on Form 10-K by reference.

EXHIBITS AND F INANCIAL STATEMENT SCHEDULES

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

3 unchanged sentences

The following is a list of exhibits filed as part of this Annual Report on Form 10-K:

Exhibit Number

Exhibit Description

Incorporated by

Exhibit Number Exhibit Description Filed

Herewith Incorporated by

Reference herein from

Form or Schedule

Form or Schedule Filing Date SEC File/

Share Purchase Agreement, dated December 16, 2024, by and among Quanterix Corporation, Emission Inc., the Shareholders of Emission Inc.

and the Shareholder Representative

8-K 12/17/2024 001-38319

Agreement and Plan of Merger, dated January 9, 2025, by and among the Registrant, Wellfleet Merger Sub, Inc., and Akoya Biosciences, Inc.

1/10/2025 001-38319

3.1 Amended and Restated Certificate of Incorporation

8-K 12/15/2017 001-38319

3.2 Restated Bylaws

10-Q 8/8/2023 001-38319

4.1 Description of Securities

10-K 3/13/2020 001-38319

4.2 Form of Common Stock Certificate

S-1 11/9/2017 333-221475

10.1.1+ 2007 Stock Option and Grant Plan, as amended

S-1 11/9/2017 333-221475

10.1.2+ Form of Incentive Stock Option Agreement under the 2007 Stock Option and Grant Plan, as amended

S-1 11/9/2017 333-221475

10.1.3+ Form of Non-qualified Stock Option Agreement under the 2007 Stock Option and Grant Plan, as amended

S-1 11/9/2017 333-221475

10.1.4+ Form of Restricted Stock Agreement under the 2007 Stock Option and Grant Plan, as amended

Exhibit Number

Exhibit Description

Incorporated by

Reference herein from

Form or Schedule

S-1 11/9/2017 333-221475

10.2.1+ 2017 Employee, Director and Consultant Equity Incentive Plan

S-1/A 11/27/2017 333-221475

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Exhibit Number Exhibit Description Filed

Herewith Incorporated by

Reference herein from

Form or Schedule Filing Date SEC File/

10.2.2+ Form of Stock Option Agreement under the 2017 Employee, Director and Consultant Equity Incentive Plan

S-1/A 11/27/2017 333-221475

10.2.3+ Form of Restricted Stock Agreement under the 2017 Employee, Director and Consultant Equity Incentive Plan

S-1/A 11/27/2017 333-221475

10.2.4+ Form of Restricted Stock Unit Agreement under the 2017 Employee, Director and Consultant Equity Incentive Plan

10-K 2/29/2024 001-30319

10.3.1+ Employment Agreement, dated August 3, 2023, between the Registrant and Vandana Sriram

Amended and Restated Employment Agreement, dated March 27, 2023, between the Registrant and Michael Doyle

8-K 8/9/2023 001-38319

10.3.2+ Amendment, effective as of April 11, 2024, to the Employment Agreement, dated August 3, 2023, between the Registrant and Vandana Sriram

8-K 4/12/2024 001-38319

10.4.1+ Amended and Restated Employment Agreement, dated April 25, 2022, between the Registrant and Dr.

Masoud Toloue

Employment Agreement, dated March 28, 2022, between the Registrant and Dan Pikora

Exhibit Number

Exhibit Description

Incorporated by

Reference herein from

Form or Schedule

8-K 4/29/2022 001-38319

10.4.2+ Amendment, dated April 9, 2024, to the Amended and Restated Employment Agreement, dated April 25, 2022, between the Registrant and Dr.

Masoud Toloue

8-K 4/12/2024 001-38319

10.5.1* Exclusive License Agreement, dated June 18, 2007, between the Registrant and Tufts University, as amended on April 29, 2013

S-1 11/9/2017 333-221475

10.5.2* Second Amendment, dated August 22, 2017, to the Exclusive License Agreement between the Registrant and Tufts University

S-1 11/9/2017 333-221475

10.5.3@ Third Amendment, dated September 25, 2020, to the Exclusive License Agreement between the Registrant and Tufts University

10-Q 11/6/2020 001-38319

10.6.1* Supply and Manufacturing Agreement, dated September 14, 2011, between the Registrant and STRATEC Biomedical AG

S-1 11/9/2017 333-221475

10.6.2 First Amendment to Supply and Manufacturing Agreement, dated October 17, 2013, between the Registrant and STRATEC Biomedical AG

S-1 11/9/2017 333-221475

10.7.1* STRATEC Development Services and Equity Participation Agreement, dated August 15, 2011, between the Registrant and STRATEC Biomedical Systems AG

Exhibit Number

Exhibit Description

Incorporated by

S-1 11/9/2017 333-221475

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Exhibit Number Exhibit Description Filed

Herewith Incorporated by

Reference herein from

Form or Schedule

Form or Schedule Filing Date SEC File/

10.7.2* First Amendment to STRATEC Development Services and Equity Participation Agreement and Second Amendment to Supply and Manufacturing Agreement, dated November 18, 2016, between the Registrant and STRATEC Biomedical AG

S-1 11/9/2017 333-221475

10.8* Manufacturing Services Agreement, dated November 23, 2016, between the Registrant and Paramit Corporation

S-1 11/9/2017 333-221475

10.9+ Form of Indemnification Agreement

S-1/A 11/27/2017 333-221475

10.10 Lease Agreement by and between SSI 900 Middlesex MA LP and the Registrant, dated October 2, 2018

8-K 10/5/2018 001-38319

10.11 Lease Agreement by and between the Registrant and XChange Owner LLC, dated January 28, 2022

8-K 1/31/2022 001-38319

10.12+ Amended and Restated Non-Employee Director Compensation Policy

Voting and Support Agreement, dated January 9, 2025, by and among the Registrant and certain stockholders of Akoya Biosciences, Inc.

named therein.

1/10/2025 001-38319

19.1 Q uanterix Insider Trading Policy

21.1 Subsidiaries of Registrant

S-4 2/14/2025 333-284932

23.1 Consent of Ernst & Young LLP

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31.2 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit Number

Exhibit Description

Incorporated by

Reference herein from

Form or Schedule

32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 Policy relating to recovery of erroneously awarded compensation

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Presentation Linkbase Document

10-K 2/29/2024 001-38319

101.INS Inline XBRL Instance Document X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

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Exhibit Number Exhibit Description Filed

Herewith Incorporated by

Reference herein from

Form or Schedule Filing Date SEC File/

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Presentation Linkbase Document X

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________

+ Management contract or compensatory plan or arrangement.

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@ Portions of this document (indicated by “[***]”) have been omitted because such information is not material and is the type of information that the Registrant treats as private or confidential.

FORM 10-K S UMMARY

# Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Registrant hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC;

provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished.

FORM 10-K SUMMARY

Not applicable.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

QUANTERIX CORPORATION

February 29, 2024

March 17, 2025

/s/ MASOUD TOLOUE, PH.D.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ MASOUD TOLOUE, PH.D.

President and Chief Executive Officer and Director (Principal Executive Officer)

February 29, 2024

President and Chief Executive Officer and Director (Principal Executive Officer) March 17, 2025

Masoud Toloue, Ph.D.

/s/ VANDANA SRIRAM

Chief Financial Officer

February 29, 2024

Vandana Sriram

(Principal Financial Officer and Principal Accounting Officer)

/s/ VANDANA SRIRAM Chief Financial Officer March 17, 2025

Vandana Sriram (Principal Financial Officer and Principal Accounting Officer)

/s/ MARTIN D.

MADAUS, PH.D.

February 29, 2024

Chairman March 17, 2025

Madaus, Ph.D.

February 29, 2024

/s/ WILLIAM DONNELLY

February 29, 2024

Director March 17, 2025

William Donnelly

February 29, 2024

/s/ LAURIE J.

February 29, 2024

/s/ JEFFREY T.

Director March 17, 2025

FLYNN Director March 17, 2025

HLAVINKA Director March 17, 2025

/s/ IVANA MAGOVČEVIĆ-LIEBISCH, PH.D., J.D.

Director March 17, 2025

Ivana Magovčević-Liebisch, Ph.D., J.D.

Director March 17, 2025

March 17, 2025

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QUANTERIX CORPORATION

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Notes to Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 29, 2024 expressed an adverse opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 17, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Excess Inventory

Description of the Matter

As of December 31, 2023, the Company had recognized inventory of $22.4 million.

As discussed in Note 2 to the consolidated financial statements, the Company analyzes its inventory levels at each reporting date for slow moving, excess or obsolete inventory and inventory expected to expire prior to being used.

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Excess and Obsolete Inventory

Description of the Matter As of December 31, 2024, the Company had recognized inventory of $32.8 million.

As discussed in Note 2 to the consolidated financial statements, the Company analyzes its inventory levels at each reporting date to identify slow moving, excess or obsolete inventory and inventory expected to expire prior to being sold.

In the event that the Company identifies adverse conditions, the carrying value of the inventory is reduced to its estimated net realizable value.

Auditing management’s valuation of inventory involved judgement in evaluating management’s analysis and significant assumptions related to projections of future demand which is dependent on market factors.

How We Addressed the Matter in Our Audit

To audit the Company’s valuation of inventory, we performed audit procedures that included, among others, performing inquiries of management and testing the completeness and accuracy of the underlying data used supporting the Company’s estimate.

Auditing the Company’s valuation of inventory involved judgement in evaluating management’s analysis and significant assumptions related to projections of future demand which is dependent on market factors.

How We Addressed the Matter in Our Audit To audit the Company’s valuation of inventory, we performed audit procedures that included, among others, performing inquiries of management and testing the completeness and accuracy of the underlying data used supporting the Company’s estimate of future demand.

To evaluate the Company’s estimate of future demand, we independently assessed the sensitivity and impact of reasonably possible changes in forecasted demand and the impact on the Company’s calculation of excess inventory.

We evaluated inventory levels compared to forecasted demand, historical sales and specific product considerations.

We performed inquiries with appropriate non-financial personnel, including supply chain employees, regarding obsolete or discontinued inventory items and other factors as well as obtained supporting evidence to corroborate management's assertions regarding qualitative judgments about discontinued, slow moving and obsolete inventories.

We also evaluated management's ability to accurately forecast demand by comparing actual demand to management's prior estimates.

We performed inquiries with certain non-financial personnel, including supply chain employees, regarding obsolete or discontinued inventory items, expectations for demand relative to historical activity and expected expiration dates, as well as obtained supporting evidence to evaluate management's assertions regarding qualitative judgments about discontinued, slow moving and obsolete inventories.

We also evaluated management's ability to accurately forecast demand by comparing actual inventory usage to management's prior estimates.

/s/ Ernst & Young LLP

1 unchanged sentence

Boston, Massachusetts

February 29, 2024

March 17, 2025

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QUANTERIX CORPORATION

1 unchanged sentence

(amounts in thousands, except per share data)

December 31, 2023

December 31, 2022

December 31, 2024 December 31, 2023

Current assets:

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Accounts receivable, net of allowance for expected credit losses 32,141 25,414

Inventory 32,775 26,123

Prepaid expenses and other current assets 9,556 9,234

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Other non-current assets 2,809 1,657

Total assets $ 406,533 $ 428,567

LIABILITIES AND STOCKHOLDERS' EQUITY

22 unchanged sentences

The accompanying notes are an integral part of these Consolidated Financial Statements.

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QUANTERIX CORPORATION

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Year Ended December 31,

2024 2023 2022

Product revenue $ 79,740 $ 79,670 $ 69,808

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Total costs of goods sold and services 54,317 48,144 60,159

Gross profit 83,104 74,224 45,363

Operating expenses:

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Loss from operations ( 52,616 ) ( 45,991 ) ( 104,264 )

Interest income (expense), net

Interest income 14,655 15,839 5,131

Other income (expense), net ( 136 ) 2,517 ( 277 )

Loss before income taxes ( 38,097 ) ( 27,635 ) ( 99,410 )

Income tax (expense) benefit

Income tax expense ( 434 ) ( 719 ) ( 164 )

Net loss $ ( 38,531 ) $ ( 28,354 ) $ ( 99,574 )

Net loss per common share, basic and diluted $ ( 1.00 ) $ ( 0.75 ) $ ( 2.69 )

1 unchanged sentence

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

QUANTERIX CORPORATION

2 unchanged sentences

Year Ended December 31,

2024 2023 2022

Net loss $ ( 38,531 ) $ ( 28,354 ) $ ( 99,574 )

Other comprehensive loss, net of tax:

Unrealized gains on marketable securities

Unrealized gains (losses) on marketable securities ( 219 ) 325 —

Foreign currency translation ( 1,189 ) 541 ( 2,979 )

2 unchanged sentences

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

QUANTERIX CORPORATION

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(amounts in thousands)

Year ended December 31, 2023

Additional paid-in capital

Accumulated other comprehensive loss

Total shareholders' equity

Shares Amount Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders' equity

Balance at December 31, 2021 36,768 $ 37 $ 745,936 $ 441 $ ( 303,622 ) $ 442,792

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Stock-based compensation expense — — 15,383 — — 15,383

Unrealized gains on marketable securities, net of tax

Foreign currency translation — — — ( 2,979 ) — ( 2,979 )

Balance at December 31, 2023

Year ended December 31, 2022

Additional paid-in capital

Accumulated other comprehensive loss

Total shareholders' equity

Net loss — — — — ( 99,574 ) ( 99,574 )

Balance at December 31, 2022 37,280 $ 37 $ 763,629 $ ( 2,538 ) $ ( 403,196 ) $ 357,932

1 unchanged sentence

Stock-based compensation expense — — 16,823 — — 16,823

Unrealized gains on marketable securities, net of tax — — — 325 — 325

Foreign currency translation — — — 541 — 541

Balance at December 31, 2022

Year ended December 31, 2021

Additional paid-in capital

Accumulated other comprehensive loss

Total shareholders' equity

Net loss — — — — ( 28,354 ) ( 28,354 )

Balance at December 31, 2023 38,014 $ 38 $ 783,142 $ ( 1,672 ) $ ( 431,550 ) $ 349,958

Issuance of common stock under stock plans, including tax effects 559 1 31 — — 32

Sale of common stock in underwritten public offering, net

Stock-based compensation expense — — 19,987 — — 19,987

Unrealized losses on marketable securities, net of tax — — — ( 219 ) — ( 219 )

Foreign currency translation — — — ( 1,189 ) — ( 1,189 )

Net loss — — — — ( 38,531 ) ( 38,531 )

Balance at December 31, 2024 38,573 $ 39 $ 803,160 $ ( 3,080 ) $ ( 470,081 ) $ 330,038

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

QUANTERIX CORPORATION

2 unchanged sentences

Year Ended December 31,

2024 2023 2022

Cash flows from operating activities:

Net loss $ ( 38,531 ) $ ( 28,354 ) $ ( 99,574 )

Adjustments to reconcile net loss to net cash used in operating activities:

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Stock-based compensation expense 19,987 16,823 15,383

Impairment — 1,361 25,801

Other operating activity 55 ( 150 ) ( 340 )

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Accounts receivable ( 7,704 ) ( 6,695 ) 5,156

Inventory ( 6,679 ) ( 8,944 ) 7,243

Prepaid expenses and other current assets ( 443 ) ( 2,371 ) ( 738 )

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Purchases of marketable debt securities ( 295,606 ) ( 175,613 ) —

Proceeds from marketable debt securities

Proceeds from maturities of marketable securities 216,709 31,000 —

Purchases of property and equipment ( 3,368 ) ( 3,841 ) ( 11,614 )

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Payments for employee taxes withheld on stock-based compensation awards ( 2,610 ) ( 198 ) —

Sale of common stock in underwritten public offering, net

Payments on notes payable

Net cash provided by financing activities 456 2,691 2,311

Net increase (decrease) in cash, cash equivalents, and restricted cash

Net decrease in cash, cash equivalents, and restricted cash ( 116,973 ) ( 164,612 ) ( 57,394 )

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 734 ) 301 ( 538 )

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Cash paid for taxes $ 875 $ 808 $ 684

Cash paid for interest

Purchases of property and equipment in accounts payable and accruals $ 1,230 $ 419 $ 152

2 unchanged sentences

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

QUANTERIX CORPORATION

4 unchanged sentences

The ability of the Company’s Simoa platforms to detect proteins in the femtomolar range is enabling the development of novel therapies and diagnostics and has the potential to facilitate a paradigm shift in healthcare from an emphasis on treatment to a focus on earlier detection, monitoring, prognosis, and, ultimately, prevention.

The Company also provides contract research services for customers and Laboratory Developed Test (“LDT”) services through its CLIA-certified Accelerator Laboratory (the “Accelerator Laboratory”).

The Accelerator Laboratory provides customers with access to Simoa technology and supports multiple projects and services, including sample testing, homebrew assay development, custom assay development, and blood-based biomarker testing.

To date, the Company has completed over 2,200 projects for more than 480 customers from all over the world using its Simoa platforms.

The Company also provides contract research services for customers and Laboratory Developed Test (“LDT”) services through its Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified Accelerator Laboratory (the “Accelerator Laboratory”).

The Accelerator Laboratory provides customers with access to Simoa technology and its Lucent Diagnostics clinical testing services and supports multiple projects and services, including sample testing, homebrew assay development, custom assay development, and blood-based biomarker testing.

The Company has recognized annual losses from operations since inception and has an accumulated deficit of $ 470.1 million as of December 31, 2024.

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Basis of Presentation

The accompanying Consolidated Financial Statements and notes herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

The accompanying Consolidated Financial Statements and Notes to Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) regarding annual financial reporting on Form 10-K.

Securities and Exchange Commission regarding annual financial reporting on Form 10-K.

The Company’s fiscal year is the twelve-month period from January 1 through December 31, and all references to “2024,” “2023,” and “2022,” refer to the fiscal year unless otherwise noted.

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GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during each fiscal year.

Such estimates include, but are not limited to, revenue recognition, valuation of inventory, leases, valuation and impairment of long-lived assets, recoverability of deferred tax assets, and stock-based compensation expense.

Such estimates include, but are not limited to, revenue recognition, valuation of inventory, leases, and valuation and impairment of long-lived assets.

The Company bases its estimates on historical experience, known trends, worldwide economic conditions, both general and specific to the life sciences industry, and other relevant factors it believes to be reasonable under the circumstances.

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All intercompany transactions have been eliminated in consolidation.

In accordance with Accounting Standards Codification (“ASC”) 810 – Consolidation , the Company assesses the terms of its non-marketable equity investments in entities to determine if any meet the definition of a variable interest entity (“VIE”) and require consolidation into its Consolidated Financial Statements.

Table of Cont ents

The Company enters into relationships with, or has investments in, other entities that may be variable interest entities (“VIEs”).

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation , the Company assesses the terms of non-marketable equity investments to determine if any meet the definition of a “VIE” and require consolidation into its Consolidated Financial Statements.

The Company’s analysis determines whether it has a controlling financial interest and also identifies the primary beneficiary of a VIE as the enterprise that has both the power to direct activities of a VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity.

Refer to Note 20 - Variable Interest Entities for further discussion.

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Foreign currency transaction gains (losses) are included in other income (expense), net on the Consolidated Statements of Operations.

Foreign exchange losses were not material during the year ended December 31, 2023, and were $ 0.8 million and $ 0.4 million during the years ended December 31, 2022 and 2021, respectively.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and assess performance.

The Company’s CODM is the chief executive officer, who reviews the Company's operations and manages its business as a single operating segment as of December 31, 2023.

Foreign exchange losses were $ 0.6 million, $ 0.2 million and $ 1.0 million during the years ended December 31, 2024, 2023.

and 2022, respectively.

Revenue from Contracts with Customers

The Company generates the majority of its revenues from contracts with customers and accounts for them pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 606 - Revenue from Contracts with Customers (“ASC 606”).

The Company generates the majority of its revenues from contracts with customers and accounts for them pursuant to ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”).

Refer to the section titled “Grant Revenue” below for discussion the Company’s accounting policy for revenue generated from grant awards.

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The Company applies judgment in determining the customer’s ability and intention to pay for services expected to be transferred, which is based on factors including the customer’s payment history, management’s ability to mitigate exposure to credit risk (for example, requiring payment in advance of the transfer of products or services, or the ability to stop transferring promised products or services in the event a customer fails to pay consideration when due), and experience selling to similarly situated customers.

The Company’s contracts may include either a single promise (referred to as a performance obligation) to transfer a product or service, or a combination of multiple performance obligations to transfer products or services.

The Company evaluates the existence of multiple performance obligations within its contracts by using judgment to determine if (1) the customer can benefit from each contractual promise on its own or together with readily available resources and (2) the transfer of each contractual promise is separately identifiable from other promises in a contract.

The Company’s contracts may include either a single promise (referred to as a performance obligation) to transfer a product or service, or a combination of multiple promises to transfer products or services.

The Company evaluates the existence of multiple promises within its contracts by using judgment to determine if (1) the customer can benefit from each contractual promise on its own or together with readily available resources and (2) the transfer of each contractual promise is separately identifiable from other promises in a contract.

When both criteria are met, each promise is accounted for as a separate performance obligation.

Additionally, the Company has elected the practical expedient under ASC 606 to account for shipping and handling as an activity to fulfill a promise to transfer a product, and therefore does not evaluate whether shipping and handling activities are promised services to its customers.

Table of Cont ents

Contracts that include rights to additional products or services that are exercisable at a customer’s discretion are generally considered options.

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For contracts that contain multiple performance obligations, the Company allocates the transaction price among the performance obligations on a relative basis according to their standalone selling prices (“SSP”).

Determining the SSP for performance obligations requires judgment and is based on factors including prices charged to customers in observable transactions, internal pricing objectives and list prices, and pricing of similar products.

The Company uses a range of amounts to estimate SSP and has more than one range for certain products and services based on the geographic location of customers and sales channel.

The Company has more than one range of standalone selling prices for certain products and services based on the geographic location of customers and sales channel.

Product Revenue

1 unchanged sentence

Products are sold directly to customers and are also sold through distributors in EMEA and Asia Pacific regions.

Direct instrument sales include installation and an initial year of implied service-type warranties.

The Company has determined that the instrument and installation are a combined performance obligation as the customer cannot benefit from the instrument without the installation and no other vendors can provide the installation of the Company’s specialized instruments.

The implied service-type warranty is considered a separate performance obligation since a customer could benefit from it independently with readily available resources and is capable of being sold on its own.

Direct instrument sales include installation and an initial year service-type warranty.

The Company has determined that the instrument and installation are a combined performance obligation as the customer cannot benefit from the instrument without the installation.

The service-type warranty is considered a separate performance obligation since a customer could benefit from it independently with readily available resources and is capable of being sold on its own (with such warranty recorded in services and other revenue on the Consolidated Statements of Operations).

Sales of instruments to distributors include a license to import and resell the instruments.

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Service Revenue

Service revenues are composed of contract research services, initial year of implied service-type warranties, extended services warranty contracts, repair services, and other services such as training.

Service revenues are composed of contract research services, initial year of service-type warranties, extended services warranty contracts, repair services, and other services such as training.

Contract research services are provided through the Company’s Accelerator Laboratory and generally consist of fixed fee contracts.

1 unchanged sentence

For contract research services recognized over time, the Company uses the output method based on the number of completed results.

Revenues from other services are recognized at the point in time when the training or other services are delivered as the customer simultaneously receives and benefits from the services.

Revenues from service-type warranties are recognized ratably over the contract service period.

Revenues from warranties and service contracts are recognized ratably over the contract service period.

Table of Cont ents

Collaboration and License Revenue

Collaboration and license revenues are composed of revenue associated with licensing to third parties the Company’s technology, intellectual property, and know-how associated with our instruments and for related services.

Collaboration and license revenues are composed of revenue associated with licensing the Company’s technology, intellectual property, and know-how associated with the Company's instruments to third parties and for related services.

License arrangements consist of sales or usage-based fees and/or future royalties.

Revenues are recognized at the point in time the license is delivered as the underlying license is considered functional intellectual property.

Revenues are recognized at the point in time the license is delivered as the underlying license is considered functional intellectual property since the customer has the right to use it when it is received.

Royalty revenues that are sales or usage-based are recognized at the later of when the sales or usage occurs and the satisfaction (or partial satisfaction) of the performance obligation to which the royalty has been allocated.

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Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.

The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectable after collection efforts have been exhausted.

The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectible after collection efforts have been exhausted.

Generally, the Company’s contracts are non-cancellable.

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The Company does not provide financing arrangements to its customers.

The Company refers to contract liabilities as deferred revenue on the Consolidated Balance Sheets.

For deferred revenue, the Company applies the practical expedient under ASC 606 that allows for the exclusion of (1) contracts with original expected length of one year or less and (2) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed from the amount of remaining performance obligations disclosed.

Deferred Revenue

The Company refers to contract liabilities as deferred revenue on the Consolidated Balance Sheets and consists of billings in excess of revenue recognized.

Costs to Obtain Contracts

6 unchanged sentences

Commissions associated with warranty and extended service contracts are earned upon booking.

The Company provides an initial year of warranty and maintenance service related to its instruments sold directly to customers and sells extended warranty contracts for additional periods.

The Company defers revenue associated with these warranty services and recognizes them ratably over the service period.

Table of Cont ents

For instruments sold directly to customers, the Company provides an initial year of service-type warranty and also sells extended warranty contracts for additional periods beyond the initial year.

The service-type warranty guarantees that the Company's instruments are free from material defects in workmanship and materials, excluding normal wear and tear, and includes maintenance services.

Under ASC 606, the Company concluded that the initial year service-type warranty is considered a separate performance obligation since a customer could benefit from it independently with readily available resources and is capable of being sold on its own.

The Company defers revenue associated with these service-types warranties and recognizes them ratably over the service period.

For products sold to distributors, the Company provides an initial year of assurance-type warranty which guarantees that the products conform to the Company's published specifications.

Assurance-type warranties do not create a separate performance obligation under ASC 606.

Under ASC Topic 460 – Guarantees , the Company establishes an accrual for estimated assurance-type warranty expense and records the expense in cost of product revenue on the Consolidated Statements of Operations.

Amounts recognized during the years ended December 31, 2024, 2023, and 2022 were not material.

Grant Revenue

3 unchanged sentences

The decision to account for a grant under IAS 20 or ASC 958 is based on whether the grantor is a government entity.

The Company records grants related to assets as a deduction in calculating the carrying value of the asset, and to record grants related to income separately on the Consolidated Statements of Operations on a gross basis as grant revenue.

The Company records grants related to assets as a deduction in calculating the carrying value of the asset, and records grants related to income separately on the Consolidated Statements of Operations on a gross basis as grant revenue.

The related expenses are recorded on a gross basis within operating expenses.

4 unchanged sentences

Cost of Product Revenue

Cost of product revenue consists of manufacturing and assembly costs for instruments, related reagents, other consumables, contract manufacturer costs, personnel costs, royalties, overhead, and other direct costs related to product sales.

Raw material part costs include inbound freight, shipping and handling costs associated with purchased goods, contract manufacturer costs, personnel costs, royalties, overhead and other direct costs related to product sales.

Cost of product revenue consists of manufacturing and assembly costs for instruments, related reagents, other consumables, contract manufacturer costs, personnel costs, overhead, and other direct costs related to product sales.

Raw material part costs include inbound shipping and handling costs associated with purchased goods, contract manufacturer costs, personnel costs, overhead and other direct costs related to product sales.

Additionally included in cost of product revenue are royalty fees due to third parties from revenue generated by collaboration or license deals.

2 unchanged sentences

Additional costs include costs related to warranties, and other costs of servicing equipment at customer sites.

Table of Cont ents

Research and Development Expenses

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The Company accounts for nonrefundable advance payments for products and services that will be used in future research and development activities as expense when the service has been performed or when the products have been received.

For arrangements in which the Company receives funding from third parties for research and development activities (excluding the government sponsored arrangements), the Company assesses whether the arrangement is within the scope of ASC 730 – Research and Development .

For arrangements in which the Company receives funding from third parties for research and development activities (excluding government sponsored arrangements), the Company assesses whether the arrangement is within the scope of ASC 730 – Research and Development .

When the Company is entitled to receive reimbursements, does not have an obligation to repay, does not transfer products or services, and is the primary beneficiary of the activities, the Company records the reimbursable amounts as a reduction to research and development expense.

Amounts reimbursed in excess of the cost incurred by the Company are recorded within other income (expense), net on the Consolidated Statements of Operations.

Reimbursable amounts recorded as a reduction to research and development expenses were not material during the years ended December 31, 2023, 2022, and 2021.

Amounts reimbursed in excess of costs incurred by the Company related to activities funded by third parties were $ 0.4 million during the year ended December 31, 2023.

No reimbursable amounts were received during the years ended December 31, 2022, and 2021.

Reimbursable amounts recorded as a reduction to research and development expenses were $ 0.3 million during the year ended December 31, 2024 and were not material during the year ended December 31, 2023.

The amount reimbursed in excess of costs incurred by the Company related to activities funded by third parties was $ 0.4 million in both the years ended December 31, 2024 and 2023.

No reimbursable amounts were received during the year ended December 31, 2022.

Selling, General and Administrative Expenses

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The classification of shipping and handling costs for product sales as selling, general and administrative expenses varies from company to company with some companies recording these as selling, general and administrative expenses and others recording such expenses within costs of goods sold for products.

To the extent the classification of its shipping and handling costs differs from the reporting approach used by other companies, the Company’s gross margins may not be comparable with those reported by such other companies.

To the extent the classification of the Company's shipping and handling costs differs from the reporting approach used by other companies, the Company’s gross margins may not be comparable with those reported by such other companies.

Net Loss Per Share

4 unchanged sentences

Accordingly, basic and diluted net loss per common share attributable to common stockholders were the same for all periods presented.

Table of Cont ents

Cash and Cash Equivalents

2 unchanged sentences

As of December 31,

Cash $ 12,283 $ 12,162

Money market funds 44,426 155,367

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Realized gains and losses are determined using the specific identification method and are recorded in other income (expense), net on the Consolidated Statements of Operations.

Quarterly, or more frequently if circumstances warrant, the Company monitors its marketable securities for impairment.

Table of Cont ents

At least quarterly, the Company monitors its marketable securities for impairment.

In the event a security’s fair value is less than its amortized cost basis, the Company evaluates whether an impairment exists and if the impairment is a result of credit loss or other factors.

For a security in an unrealized loss position, if the Company intends to sell the security in an unrealized loss position, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, an impairment loss equal to the difference between the security’s fair value and amortized cost basis is recorded in other income (expense), net.

Additionally, the Company determines if a credit loss exists by considering information about the collectability of the security, current market conditions, and the issuer’s financial condition.

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The Company analyzes its inventory levels on each reporting date for slow-moving, excess, and obsolete inventory, and inventory expected to expire prior to being used.

These analyses require judgment and are based on factors including, but not limited to, recent historical activity, anticipated or forecasted demand for the Company’s products (developed through its planning and sales and marketing inputs, and market conditions).

If the Company identifies adverse conditions exist, the carrying value of the inventory is reduced to its estimated net realizable value by providing estimated reserves for excess or obsolete inventory.

The Company adjusts the reserves for excess or obsolete inventory and records additional inventory write downs based on unfavorable changes in estimated customer demand or actual market conditions that may differ from its projections.

If the Company identifies adverse conditions exist, such as unfavorable changes in estimated customer demand, the lives of materials that expire, or actual market conditions that may differ from its projections, the carrying value of the inventory is reduced to its estimated net realizable value by providing estimated reserves for excess or obsolete inventory.

Property and Equipment

4 unchanged sentences

Estimated Useful Life

Laboratory and manufacturing equipment

Office furniture and equipment

Computers and software

Leasehold improvements

Shorter of asset's life or remaining lease term

Laboratory and manufacturing equipment 5 years

Furniture and fixtures 7 years

Computers and software 3 years

Leasehold improvements Shorter of asset's life or remaining lease term

The Company develops and modifies software related to the operation of some of its instruments and internal use software supporting the Company’s operations.

Certain costs incurred during the application development stage including external direct costs of services used in the development or internal personnel costs for employees directly associated with the development are capitalized.

These capitalized software development costs are recorded in property and equipment on the Consolidated Balance Sheets.

The Company begins depreciating these costs over the life of the related asset upon completion of a working model or when it is ready for its intended use.

Costs incurred during the preliminary project stage and post-configuration stages are expensed as incurred.

Table of Cont ents

Cloud Computing Costs

For cloud computing arrangements that include a software license or software-as-a-service contracts, certain implementation costs incurred are capitalized and recorded in prepaid expenses and other current assets, and other non-current assets on the Consolidated Balance Sheets.

These costs are amortized over the noncancellable term of the cloud computing service contract, plus any optional renewal periods that are reasonably certain to be exercised, once the service is ready for its intended use.

As of December 31, 2024, the Company capitalized $ 1.2 million of cloud computing implementation costs.

Amounts capitalized as of December 31, 2023 and expensed during the years ended December 31, 2024, 2023 and 2022 were not material.

The Company enters into operating leases for office, laboratory, and manufacturing spaces, as well as office equipment, and determines whether an arrangement is a lease at inception of the arrangement.

The Company accounts for a lease when it has the right to control the leased asset for a period of time, while obtaining substantially all of the assets’ economic benefits.

Leases are recorded on the Consolidated Balance Sheets as operating lease right-of-use (“ROU”) assets and current or non-current operating lease liabilities, as applicable.

Leases are recorded on the Consolidated Balance Sheets as operating lease right-of-use (“ROU”) assets and current or non-current operating lease liabilities.

All of the Company’s leases are classified as operating leases.

Additionally, the Company does not separate lease and non-lease components.

Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of the future minimum lease payments over the lease term and any initial direct costs incurred.

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The Company considers various economic factors when making this determination, including, but not limited to, the significance of leasehold improvements incurred in the leased space, the difficulty in replacing the asset, underlying contractual obligations, and specific characteristics unique to a particular lease.

Subsequent to

entering into a lease arrangement, the Company reassesses the certainty of exercising options to extend or terminate a lease.

Subsequent to entering into a lease arrangement, the Company reassesses the certainty of exercising options to extend or terminate a lease.

When it becomes reasonably certain that the Company will exercise an option that was not included in the lease term, the Company accounts for the change in circumstances as a lease modification, which results in the remeasurement of the ROU asset and lease liability as of the modification date.

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An impairment charge is recorded equal to the excess of the reporting unit’s carrying value over its fair value.

The Company recorded an impairment charge on its entire goodwill balance during the year ended December 31, 2022 (refer to Note 18 - Restructuring ) and had no goodwill recorded at December 31, 2024 or 2023.

Table of Cont ents

Impairment of Long-Lived Assets

3 unchanged sentences

Significant judgment is required to estimate future cash flows, including, but not limited to, the expected use of the asset (group), historical customer retention rates, technology roadmaps, customer awareness, trademark and trade name history, contractual provisions that could limit or extend an asset's useful life, market data, discount rates, potential sublease opportunities including rent and rent escalation rates, time to sublease, and free rent periods.

To the extent that the future cash flows are less than the carrying value, the asset(s) are impaired and written down to its estimated fair value.

Software Development Costs

The Company develops and modifies software related to the operation of some of its instruments and internal use software supporting the Company’s operations.

The Company begins depreciating these costs over the life of the related asset upon completion of a working model or when it is ready for its intended use.

Capitalized software development costs related to software owned or developed by the Company are recorded in property and equipment on the Consolidated Balance Sheets.

Capitalized software development costs related to software hosted by a vendor (i.e.

cloud computing) are recorded in prepaid expenses and other current assets, and other non-current assets on the Consolidated Balance Sheets.

Costs incurred during the preliminary project stage and post-configuration stages are expensed as incurred.

To the extent that the future cash flows are less than the carrying value, the asset(s) are impaired and written down to estimated fair value.

Fair Value of Financial Instruments

The carrying amount reflected in the Consolidated Balance Sheets for cash, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued compensation and benefits, and accrued expenses and other current liabilities approximate their fair values due to their short-term nature.

The carrying amount reflected on the Consolidated Balance Sheets for cash, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued compensation and benefits, and accrued expenses and other current liabilities approximate their fair values due to their short-term nature.

Additionally, the Company has certain financial assets that are required to be measured at fair value on a recurring basis including cash equivalents and marketable securities.

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Amounts recorded for uncertain tax positions, including interest and penalties, are recorded in income tax (expense) benefit on the Consolidated Statement of Operations.

Table of Cont ents

Credit, Product, and Supplier Concentrations, and Off-Balance-Sheet Risk

Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents, marketable securities, and accounts receivable.

The Company limits its risk exposure by having its cash, cash equivalents, and marketable securities held at large commercial banks.

Customers outside the United States represented 38 % and 41 % of the Company’s gross trade accounts receivable balance as of December 31, 2023 and 2022, respectively.

The Company limits its risk exposure by having its cash, cash equivalents, and marketable securities held at large commercial banks and investing in highly rated marketable securities.

Maximum exposure to losses related to cash, cash equivalents, marketable securities, and accounts receivable are limited to their carrying amounts.

As of December 31, 2024, no customer accounted for greater than 10 % of the Company's gross accounts receivable.

As of December 31, 2023, one customer with $ 3.6 million of receivables accounted for greater than 10 % of the Company's gross accounts receivable.

Customers outside the United States represented 40 % and 38 % of the Company’s gross accounts receivable balance as of December 31, 2024 and 2023, respectively.

For the year ended December 31, 2024, no customers accounted for greater than 10 % of the Company’s total revenue.

For the year ended December 31, 2023, one customer of approximately $ 14.0 million revenue accounted for greater than 10 % of the Company’s total revenue.

For the year ended December 31, 2022, one customer of approximately $ 13.7 million revenue accounted for greater than 10 % of the Company’s total revenue.

For the year ended December 31, 2021, no customer individually accounted for greater than 10 % of the Company’s total revenue.

The Company is also subject to supply chain risks related to outsourced manufacturing of its instruments.

The Company is also subject to supply chain risks related to outsourced manufacturing of some of its instruments.

Although there are a limited number of manufacturers for its instruments, the Company believes that other suppliers could provide similar manufacturing on comparable terms.

A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect operating results.

In addition to outsourced manufacturing of its instruments, the Company also purchases antibodies through a number of different suppliers.

In addition to outsourced manufacturing of some of its instruments, the Company also purchases antibodies through a number of different suppliers.

Although a disruption in service from any one of its antibody suppliers is possible, the Company believes that it would be able to find an adequate supply from alternative suppliers.

1 unchanged sentence

The Company measures and recognizes stock-based compensation expense by calculating the estimated fair value of stock options, RSUs, or purchase rights issued under the Company’s ESPP on the grant date.

The Company generally issues new common

shares upon exercise of options and vesting of RSUs.

The Company generally issues new common shares upon exercise of options and vesting of RSUs.

Awards granted by the Company are routine in nature including new hire, annual, and promotion grants.

3 unchanged sentences

The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population.

During 2023, the expected volatility was based on the Company’s historical volatility.

During 2024 and 2023, the expected volatility was based on the Company’s historical volatility.

Prior to 2023, the expected volatility was estimated based on both the Company’s volatility and the average volatility for comparable publicly traded companies over a period equal to the expected term of the related stock-based awards.

3 unchanged sentences

The fair value of RSUs is determined using the closing market price of the Company’s common stock on the grant date.

The Company recognizes stock-based compensation expense on a straight-line basis over the award’s requisite service period, which is the vesting period for stock options and RSUs, and the offering period for purchase rights under the ESPP.

The Company recognizes stock-based compensation expense on a straight-line basis over an award’s requisite service period, which is the vesting period for stock options and RSUs, and the offering period for purchase rights under the ESPP.

The Company recognizes forfeitures as they occur.

The Company expenses the cost of advertising as incurred and records them in selling, general and administrative expense in the Consolidated Statements of Operations.

The Company expenses the cost of advertising as incurred and records them in selling, general and administrative expense on the Consolidated Statements of Operations.

Advertising expense was $ 0.5 million, $ 0.3 million, and $ 0.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Table of Cont ents

Recent Accounting Pronouncements

Recent Accounting Standards To Be Adopted

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASC Update No.

2023-07, Segment Reporting (Topic 280) :

Improvement to Reportable Segment Disclosures (“ASU 2023-07”).

This update requires single reportable segment entities to comply with all disclosure requirements within Topic 280.

This update also enhances reportable segment disclosure requirements by requiring public entities to provide disclosures of significant segment expense categories and amounts that are regularly reviewed by the chief operating decision maker, and other segment items, as well as disclosures about, and a reconciliation to, a reportable segment’s profit or loss.

The new standard became effective for the Company’s annual financial statements for the period beginning on January 1, 2024 and is applicable for interim financial statements for the periods beginning on January 1, 2025.

The Company adopted this standard on a retrospective basis to all periods presented and such adoption did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures.

In June 2022, the FASB issued ASC Update No.

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This update clarifies the guidance in Topic 820 related to measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, as well as introduces new disclosure requirements for these types of equity securities.

The new standard will be effective for the Company on January 1, 2024.

The adoption of this standard is not expected to have a material impact on the Company’s financial position or results of operations.

In November 2023, the FASB issued ASC Update No.

2023-07, Segment Reporting (Topic 280):

Improvement to Reportable Segment Disclosures.

This update enhances reportable segment disclosure requirements by requiring public entities to provide disclosures of significant segment expenses and other segment items, as well as disclosures about a reportable segment’s profit or loss and assets that are currently required annually in interim periods.

The new standard will be effective for the Company’s annual financial statements for the period beginning on January 1, 2024.

The adoption of this standard is not expected to have a material impact on the Company’s disclosures.

The new standard became effective for the Company on January 1, 2024.

The Company adopted this standard on a prospective basis and such adoption did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures.

Recent Accounting Standards To Be Adopted

In December 2024, the FASB issued ASC Update No.

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The Company is currently evaluating the impact that the standard will have on its Consolidated Financial Statements.

In November 2024, the FASB issued ASC Update No.

2024-03, Reporting Comprehensive Income (Topic 220):

Expense Disaggregation Disclosures.

This update enhances disclosure of an entity's expenses, primarily through additional disaggregation of income statement expenses.

The update also requires entities to disclose qualitative descriptions of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

The amendments in this update should be applied prospectively, but entities have the option to apply it retrospectively.

The new standard will be effective for the Company’s annual financial statements for the period beginning on January 1, 2027, and interim reporting periods beginning January 1, 2028.

The Company is currently evaluating the impact that the adoption of this standard will have on financial disclosures.

Revenue and Related Matters

2 unchanged sentences

The Company’s customer base includes pharmaceutical, biotechnology, contract research organizations, academic, and government institutions.

Table of Cont ents

Disaggregated Revenue

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Year Ended December 31, 2024

(in thousands)

North America

North America EMEA Asia Pacific Total

Product revenue:

Instruments $ 3,924 $ 3,857 $ 2,699 $ 10,480

Consumable and other products 39,794 20,760 8,706 69,260

Total $ 43,718 $ 24,617 $ 11,405 $ 79,740

Service revenue:

Service-type warranties

Research services $ 31,252 $ 5,833 $ 913 $ 37,998

Service-type warranties 6,319 3,490 798 10,607

Other services 1,618 976 45 2,639

Total $ 39,189 $ 10,299 $ 1,756 $ 51,244

Collaboration and license revenue:

$ 3,681 $ — $ 771 $ 4,452

Total $ 3,681 $ — $ 771 $ 4,452

Year Ended December 31, 2023

(in thousands)

North America

North America EMEA Asia Pacific Total

Product revenue:

Instruments $ 6,374 $ 4,384 $ 4,947 $ 15,705

Consumable and other products 35,122 21,216 7,627 63,965

Total $ 41,496 $ 25,600 $ 12,574 $ 79,670

Service and other revenues:

Service-type warranties

Research services $ 24,706 $ 2,000 $ 1,122 $ 27,828

Service-type warranties 6,265 3,001 613 9,879

Other services 1,436 951 ( 5 ) 2,382

Total $ 32,407 $ 5,952 $ 1,730 $ 40,089

Collaboration and license revenue:

$ 1,380 $ — $ — $ 1,380

Total $ 1,380 $ — $ — $ 1,380

Table of Cont ents

Year Ended December 31, 2022

(in thousands)

North America

North America EMEA Asia Pacific Total

Product revenue:

Instruments $ 9,254 $ 8,362 $ 7,388 $ 25,004

Consumable and other products 25,894 14,514 4,396 44,804

Total $ 35,148 $ 22,876 $ 11,784 $ 69,808

Service and other revenue:

Service-type warranties

Research services $ 22,493 $ 1,013 $ 147 $ 23,653

Service-type warranties 5,581 2,779 480 8,840

Other services 1,144 722 136 2,002

Total $ 29,218 $ 4,514 $ 763 $ 34,495

Collaboration and license revenue:

$ 274 $ 323 $ 52 $ 649

Total $ 274 $ 323 $ 52 $ 649

UltraDx Product Sales Agreement

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Refer to Note 16 - Related Party Transactions for a discussion of the related party relationships between Quanterix and these entities.

The Company determined that the instruments, components, and licenses formed a single, combined performance obligation.

The consideration due to the Company included (1) cash proceeds of $ 1.9 million, which was received and recognized as revenue in the third quarter of 2022 when the instruments, components, and licenses were delivered to and paid for by UltraDx, and (2) contingent, non-cash consideration in the form of ordinary shares of UltraDx with a deemed fair value of $ 1.0 million.

Under the UltraDx Agreement, the consideration due to the Company included cash proceeds and contingent, non-cash consideration in the form of ordinary shares of UltraDx with a deemed fair value of $ 1.0 million.

The issuance of the shares was contingent on UltraDx completing a preferred share financing under the terms and conditions in the UltraDx Agreement.

Given the uncertainty of the completion of the preferred share financing, the Company concluded that the non-cash consideration related to the ordinary shares was variable consideration that was fully constrained at contract inception.

In the second quarter of 2023, UltraDx completed the qualified preferred share financing and issued to the Company one million ordinary shares.

Refer to Note 6 − Fair Value of Financial Instruments for the Company’s disclosures related to determining the fair value of the shares received.

Also refer to Note 19 − Variable Interest Entities for additional information on the Company’s investment in UltraDx as a result of the share issuance.

During the year ended December 31, 2023, the Company recognized $ 1.8 million of revenue from UltraDx, which includes the one-time revenue from the receipt of the UltraDx shares in the second quarter of 2023.

During the year ended December 31, 2022, the Company recognized $ 1.9 million of revenue from UltraDx.

In the second quarter of 2023, UltraDx completed the qualified preferred share financing and issued to the Company 1.0 million ordinary shares.

Refer to Note 6 - Fair Value of Financial Instruments for the Company’s disclosures related to determining the fair value of the shares received and Note 20 - Variable Interest Entities for the Company's evaluation under the VIE guidance of investments in other entities.

During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 1.1 million, $ 1.8 million, and $ 1.9 million, respectively, of revenue from UltraDx.

The amount recognized during the year ended December 31, 2023 includes the one-time revenue from the receipt of the UltraDx shares.

Eli Lilly and Company Service Revenue Agreements

On February 25, 2022, the Company entered into a Master Collaboration Agreement with Eli Lilly and Company (“Lilly”) establishing a framework for future projects focused on the development of Simoa immunoassays (the “Lilly Collaboration Agreement”).

The Company also entered into a statement of work under the Lilly Collaboration Agreement to perform assay research and development services within the field of Alzheimer’s disease.

In connection with the Lilly Collaboration Agreement, the Company received a non-refundable up-front payment of $ 5.0 million during the first quarter of 2022, which was recognized over a one-year period.

In addition, under the statement of work, the Company receives $ 1.5 million per calendar quarter, which began in the first quarter of 2022.

The statement of work automatically renews on a quarterly basis until Lilly provides a termination notice in accordance with the terms of the Lilly Collaboration Agreement.

As of December 31, 2023, the Lilly Collaboration Agreement and the statement of work were still in effect.

The Company also entered into an initial statement of work (the “SOW”) under the Lilly Collaboration Agreement to perform assay research and development services within the field of Alzheimer’s disease.

Under the SOW, the Company received $ 1.5 million per calendar quarter, which began in the first quarter of 2022.

The initial SOW automatically renewed on a quarterly basis.

During the second quarter of 2024, Lilly launched its CertuitAD test.

As a result, on May 14, 2024, Lilly provided notice to terminate the SOW in accordance with the terms of the Lilly Collaboration Agreement, effective August 22, 2024.

Under the terms of the SOW, the Company received a final quarterly payment of $ 1.5 million in the third quarter of 2024.

The Lilly Collaboration Agreement remains in effect and the Company continues to provide products and services to Lilly under other contractual arrangements.

Table of Cont ents

Concurrent with the execution of the Lilly Collaboration Agreement, the Company entered into a Technology License Agreement (the “Lilly License”) under which Lilly granted the Company a non-exclusive license to Lilly’s proprietary p-Tau 217 antibody technology for use in research use only products and services and future IVD applications within the field of Alzheimer’s disease.

In consideration of the Lilly License, the Company paid an upfront fee, is required to make milestone payments based on the achievement of predetermined regulatory and commercial events, and will pay royalties on net sales of licensed products.

The Company recognized revenue from the Lilly Collaboration Agreement of $ 6.0 million during the year ended December 31, 2023, and $ 10.9 million during the year ended December 31, 2022.

In the third quarter of 2024, the Company announced that it will offer research use only instrumentation and consumables to develop p-Tau 217 blood tests and services using the p-Tau 217 antibody technology licensed from Lilly.

During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 4.5 million, $ 6.0 million, and $ 10.9 million, respectively, of revenue from the Lilly Collaboration Agreement.

Contract Assets

There were no contract assets as of December 31, 2023.

There were no contract assets as of December 31, 2024 or December 31, 2023.

Deferred Revenue

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Changes in costs to obtain a contract were as follows (in thousands):

2024 2023 2022

Balance at December 31 of prior year $ 288 $ 377 $ 440

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As of December 31, 2024, the Company had received $ 1.1 million of the award value.

During the year ended December 31, 2023, grant revenue recognized and research and development expenses incurred were $ 0.7 million a nd $ 0.6 million, respectively .

Table of Cont ents

During the years ended December 31, 2024 and 2023, grant revenue recognized was $ 0.8 million and $ 0.7 million, respectively, and research and development expenses incurred were $ 0.8 million and $ 0.6 million , respectively .

During the year ended December 31, 2022, grant revenue recognized and research and development expenses incurred were not material.

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Receipt of the contract funding was subject to achievement of pre-defined milestones, and as of December 31, 2023, the Company had received the total funding value of $ 2.3 million.

During the year ended December 31, 2023, grant revenue recognized and research and development expenses incurred was $ 0.5 million a nd $ 0.5 million, respectively .

During the year ended December 31, 2022, grant revenue recognized and research and development expenses incurred was $ 0.6 million and $ 0.6 million, respectively.

As of December 31, 2023, the Company had $ 1.1 million of deferred revenue related to the ADDF Grant.

On September 29, 2020, the Company entered into a contract with the NIH under its Rapid Acceleration of Diagnostics (“RADx”) program (the “RADx Grant”), with a total award value of $ 18.2 million.

The RADx Grant was to accelerate the continued development, scale-up, and deployment of the novel SARS-CoV-2 antigen detection test using the Company’s Simoa technology.

Grant funding was used to expand assay kit manufacturing capacity and commercial deployment readiness, and the contract ran through the final milestone on May 31, 2022.

Receipt of the award value occurred throughout the term of the contract period and after the Company submitted for reimbursement of activities related to the grant.

During the first half of 2022, the Company received $ 0.5 million which represented the final and total funding value of the $ 18.2 million award.

During the years ended December 31, 2023 and 2022, the Company recognized no grant revenue and incurred no research and development expenses.

During the year ended December 31, 2021, the Company recognized $ 5.2 million in grant revenue and incurred $ 3.4 million in research and development expenses.

As of December 31, 2023, the Company had no future obligations under the RADx Grant.

During the years ended December 31, 2024, 2023, and 2022, grant revenue recognized was $ 1.1 million, $ 0.5 million, and $ 0.6 million, respectively, and research and development expenses incurred were $ 1.1 million, $ 0.5 million, and $ 0.6 million, respectively.

As of December 31, 2024, the Company had no remaining deferred revenue related to the ADDF Grant.

Allowance for Credit Losses

The change in the allowance for credit losses on accounts receivable is summarized as follows (in thousands):

2024 2023 2022

Balance at December 31 of prior year $ 454 $ 118 $ 419

2 unchanged sentences

Balance at December 31 $ 1,042 $ 454 $ 118

Table of Cont ents

Marketable Securities

1 unchanged sentence

As of December 31, 2024

Amortized cost

Unrealized Gains

Unrealized Losses

Amortized cost Unrealized Gains Unrealized Losses Fair Value

Commercial paper $ 1,494 $ — $ — $ 1,494

Treasuries 61,891 19 ( 53 ) 61,857

Government agency bonds 93,987 89 ( 98 ) 93,978

2 unchanged sentences

Marketable securities are reported in the following Consolidated Balance Sheets captions:

Marketable securities $ 232,413

Total marketable securities $ 232,413

As of December 31, 2023

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

Commercial paper $ 53,482 $ 23 $ ( 12 ) $ 53,493

Treasuries 4,896 1 — 4,897

Government agency bonds 28,366 39 ( 7 ) 28,398

Corporate bonds 66,726 289 ( 8 ) 67,007

Total marketable securities $ 153,470 $ 352 $ ( 27 ) $ 153,795

Marketable securities are recorded in the following Consolidated Balance Sheets captions:

Cash and cash equivalents $ 6,893

1 unchanged sentence

Total marketable securities $ 153,795

The Company did no t have any marketable securities as of December 31, 2022.

The following table shows the fair value and gross unrealized losses of the Company’s available-for-sale securities with unrealized losses that are not deemed to be other-than-temporary, aggregated by major security type and length of time that the individual securities have been in a continuous unrealized loss position (in thousands):

Less Than 12 Months

As of December 31, 2023

Unrealized Losses

As of December 31, 2024 Fair Value Unrealized Losses

Treasuries $ 35,085 $ ( 53 )

Government agency bonds 32,148 ( 98 )

Corporate bonds 7,415 ( 1 )

Total $ 74,648 $ ( 152 )

Less Than 12 Months

As of December 31, 2023 Fair Value Unrealized Losses

Commercial paper $ 32,137 $ ( 12 )

1 unchanged sentence

Corporate bonds 8,367 ( 8 )

The Company did not have any individual securities in a continuous loss position for greater than 12 months, and there were no individual securities that were in a significant unrealized loss position as of December 31, 2023.

Total $ 56,365 $ ( 27 )

Table of Cont ents

For marketable securities in an unrealized loss position, the Company does not intend to sell them before recovery of their amortized cost bases, it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost bases, and the unrealized losses are not credit related.

Accordingly, the Company has not recorded any impairment losses or a credit loss allowance.

The Company did not sell any marketable securities or record any realized gains or losses for the year ended December 31, 2023.

At December 31, 2023, the Company had $ 1.0 million of accrued interest receivable on its marketable securities.

The Company did not sell any marketable securities or record any realized gains or losses for the years ended December 31, 2024 and 2023.

At December 31, 2024 and 2023, the Company had $ 1.6 million and $ 1.0 million of accrued interest receivable on its marketable securities, respectively.

The following table summarizes the contractual maturities of the Company’s marketable securities (in thousands):

As of December 31, 2023

Amortized cost

As of December 31, 2024 As of December 31, 2023

Amortized cost Fair Value Amortized Cost Fair Value

Due within one year $ 197,141 $ 197,306 $ 95,188 $ 95,232

Due in one to two years 35,168 35,107 58,282 58,563

Total $ 232,309 $ 232,413 $ 153,470 $ 153,795

Fair Value of Financial Instruments

1 unchanged sentence

The following tables present the Company’s fair value hierarchy for its financial assets that are measured at fair value on a recurring basis (in thousands):

As of December 31, 2023

As of December 31, 2024 Total Quoted prices in active markets (Level 1) Significant other observable inputs

(Level 2) Significant unobservable inputs

Financial assets:

1 unchanged sentence

Money market funds $ 44,426 $ 44,426 $ — $ —

Commercial paper

Total cash equivalents $ 44,426 $ 44,426 $ — $ —

1 unchanged sentence

Commercial paper $ 1,494 $ — $ 1,494 $ —

Treasuries 61,857 — 61,857 —

Government agency bonds 93,978 — 93,978 —

2 unchanged sentences

Total financial assets $ 276,839 $ 44,426 $ 232,413 $ —

As of December 31, 2022

Table of Cont ents

As of December 31, 2023 Total Quoted prices in active markets (Level 1) Significant other observable inputs

Significant unobservable inputs

Financial assets:

Cash equivalents:

Money market funds $ 155,367 $ 155,367 $ — $ —

Commercial paper 1,996 — 1,996 —

Treasuries 4,897 — 4,897 —

Total cash equivalents $ 162,260 $ 155,367 $ 6,893 $ —

Marketable securities:

Commercial paper $ 51,498 $ — $ 51,498 $ —

Government agency bonds 28,398 — 28,398 —

Corporate bonds 67,006 — 67,006 —

Total marketable securities 146,902 — 146,902 —

Total financial assets $ 309,162 $ 155,367 $ 153,795 $ —

(1) Included in cash and cash equivalents on the Consolidated Balance Sheets.

(2) Marketable securities are initially valued at their purchase price and subsequently fair valued at the end of each reporting period utilizing third party pricing services or other observable data.

Cash equivalents and marketable securities classified as Level 2 financial assets are initially valued at their purchase price and subsequently valued at the end of each reporting period utilizing third party pricing services or other observable data.

The pricing services utilize industry standard valuation methods, including both income and market-based approaches, and observable market inputs to determine the fair value.

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Nonrecurring Fair Value Measurements

The Company has several non-marketable equity investments in entities that are evaluated under the VIE guidance (refer to Note 19 - Variable Interest Entities for further discussion).

Pursuant to ASC 321 – Investments – Equity Securities , the Company uses the measurement alternative for equity investments without readily determinable fair values and recognizes its non-marketable equity investments at cost, less any impairment, and adjusted for any observable price changes in orderly transactions.

On June 26, 2023, the Company received ordinary shares in UltraDx (refer to Note 3 − Revenue and Related Matters ) which were valued at $ 1.0 million upon receipt, primarily using the third-party purchase price of similar interests issued during UltraDx’s financing event that closed in the second quarter of 2023.

As UltraDx is a recently formed, privately held entity, there was minimal market activity or other financial information available to determine the fair value of UltraDx’s shares and therefore this investment is considered a Level 3 financial asset.

Changes in the inputs and assumptions used to determine the fair value would have resulted in a higher or lower fair value measurement.

During the year ended December 31, 2023, the Company recorded $ 0.5 million in adjustments to the fair value of its non-marketable equity investments.

As of December 31, 2023 and December 31, 2022, the carrying value of the Company’s Level 3 financial assets was $ 0.8 million and $ 0.3 million, respectively, and is included in other non-current assets on the Consolidated Balance Sheets.

In the second quarter of 2023, the Company received 1.0 million ordinary shares in UltraDx under the UltraDx Agreement (refer to Note 3 - Revenue and Related Matters ).

As UltraDx is a privately held entity, there is minimal market activity or other financial information available to determine the fair value of UltraDx’s shares and therefore this investment is considered a Level 3 financial asset.

Pursuant to ASC 321 – Investments – Equity Securities , the Company uses the measurement alternative for equity investments without readily determinable fair values and recognizes its equity investment in UltraDx at cost, less any impairment, and adjusted for any observable price changes in orderly transactions.

The ordinary shares received were valued at $ 0.8 million upon receipt, primarily using the third-party purchase price of similar interests issued during UltraDx’s financing that closed in the second quarter of 2023.

Changes in the inputs and assumptions used would have resulted in a higher or lower fair value measurement.

The Company’s non-marketable equity investment in UltraDx contains certain restrictions related to the sale or transfer of the securities.

The restrictions are in place indefinitely and cannot lapse.

No adjustment to the fair value was required as a result of adopting ASU 2022-03 on January 1, 2024.

During the year ended December 31, 2024, the Company did not record adjustments to the fair value of its non-marketable equity investment.

To date, the cumulative fair value adjustments have not been material.

As of both December 31, 2024 and December 31, 2023, the carrying value of the Company’s Level 3 financial asset was $ 0.8 million and is included in other non-current assets on the Consolidated Balance Sheets.

Refer to Note 20 - Variable Interest Entities for the Company's evaluation under the VIE guidance of investments in other entities.

Other Fair Value Disclosures

1 unchanged sentence

Additionally, there have been no changes to the valuation techniques for Level 2 or Level 3 financial assets.

Table of Cont ents

Inventory, net of inventory reserves, consisted of the following (in thousands):

8 unchanged sentences

Laboratory and manufacturing equipment $ 14,648 $ 13,141

Office furniture and equipment

Furniture and fixtures 1,999 1,905

Computers and software 6,036 3,927

Leasehold improvements 13,291 13,074

Total cost 35,974 32,047

accumulated depreciation ( 18,824 ) ( 14,121 )

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There were no material disposals during the years ended December 31, 2024, and 2022.

For the years ended December 31, 2023, and 2022, the Company recorded impairments related to leasehold improvements associated with two leased facilities not being used.

Refer to Note 14 − Leases for further discussion.

There were no material impairments relating to property and equipment during the year ended December 31, 2021.

As of December 31, 2023, the Company capitalized $ 1.1 million of software development costs, all of which are included in the computers and software category above.

Amounts capitalized as of December 31, 2022 and 2021 were no t material.

Depreciation of capitalized software costs for the years ended December 31, 2023, 2022, and 2021 was no t material.

For the year ended December 31, 2024, the Company did not record any impairments related to property and equipment.

For the years ended December 31, 2023 and 2022, except for the impairments related to leasehold improvements associated with two leased facilities that were not being used at the time (refer to Note 14 - Leases) , impairments related to property and equipment were not material.

As of December 31, 2024 and 2023, total gross capitalized software development costs were $ 4.3 million and $ 1.1 million, respectively.

Depreciation of capitalized software costs was $ 0.8 million for the year ended December 31, 2024 and was not material for the years ended December 31, 2023 and 2022.

Accrued Expenses and Other Current Liabilities

6 unchanged sentences

Total accrued expenses and other current liabilities $ 8,851 $ 6,055

Table of Cont ents

Stock-Based Compensation

18 unchanged sentences

Stock option activity for the year ended December 31, 2024 is presented below (in thousands, except per share and contractual life amounts):

Weighted-average

Weighted-average remaining contractual

Number of options

exercise price per share

life (in years)

Number of options Weighted-average

exercise price per share Weighted-average remaining contractual

life (in years) Aggregate

intrinsic value

Outstanding at December 31, 2023 2,774 $ 19.62 7.9 $ 26,941

Granted 1,584 20.46

Exercised ( 159 ) 11.71

Forfeited/expired ( 636 ) 21.89

3 unchanged sentences

The total intrinsic value of stock options exercised was $ 1.9 million in 2024, $ 1.9 million in 2023, and $ 3.4 million in 2022.

Table of Cont ents

Restricted Stock Units

2 unchanged sentences

RSU activity for the year ended December 31, 2024 is presented below (in thousands, except per share amounts):

Weighted-average grant

Number of shares

Number of shares Weighted-average grant

date fair value per share

Unvested as of December 31, 2023 1,328 $ 17.87

Granted 611 21.51

Vested ( 522 ) 19.79

Forfeited ( 302 ) 19.42

Unvested as of December 31, 2024 1,115 $ 18.55

4 unchanged sentences

Year Ended December 31,

2024 2023 2022

Cost of product revenue $ 1,132 $ 839 $ 596

4 unchanged sentences

As of December 31, 2024, there was $ 40.1 million of total unrecognized stock-based compensation expense related to unvested RSUs and stock options, which is expected to be recognized over the remaining weighted-average vesting period of 2.7 years.

Table of Cont ents

The fair value of the Company’s stock options granted and purchase rights to the ESPP were estimated using the Black-Scholes valuation model with the following assumptions:

Year Ended December 31,

2024 2023 2022

Stock Options:

2 unchanged sentences

1.4 % - 4.1 %

0.4 % - 1.3 %

Expected dividend yield

Expected dividend yield None None None

Expected term (in years) 5.3 - 5.4

2 unchanged sentences

55.0 % - 70.8 %

49.2 % - 55.6 %

Weighted-average grant date fair value per share $ 14.43 $ 10.63 $ 9.88

3 unchanged sentences

0.7 % - 3.9 %

Expected dividend yield

Expected dividend yield None None None

Expected term (in years) 0.5 0.5 0.5

2 unchanged sentences

51.9 % - 117.3 %

46.3 % - 59.8 %

Weighted-average grant date fair value per share $ 3.84 $ 3.19 $ 3.53

2 unchanged sentences

Year Ended December 31,

2024 2023 2022

Net loss $ ( 38,531 ) $ ( 28,354 ) $ ( 99,574 )

Weighted average common shares outstanding, basic and diluted 38,367 37,594 36,991

Net loss per share, basic and diluted $ ( 1.00 ) $ ( 0.75 ) $ ( 2.69 )

As the Company was in a net loss position, the following common share equivalents (calculated on a weighted average basis) were excluded from the calculation of diluted net loss per share (in thousands):

As the Company was in a net loss position for all periods, the following common share equivalents were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands):

Year Ended December 31,

2024 2023 2022

Stock options 3,561 2,783 2,432

2 unchanged sentences

Total dilutive shares 4,910 4,319 3,392

Table of Cont ents

The following table presents the components of loss before income taxes (in thousands):

Year Ended December 31,

2024 2023 2022

United States $ ( 39,968 ) $ ( 30,355 ) $ ( 92,360 )

Foreign 1,871 2,720 ( 7,050 )

Total loss before income taxes $ ( 38,097 ) $ ( 27,635 ) $ ( 99,410 )

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Year Ended December 31,

2024 2023 2022

United States

Federal $ — $ — $ —

State ( 37 ) ( 161 ) ( 87 )

Foreign ( 683 ) ( 850 ) ( 372 )

Total current income tax provision ( 720 ) ( 1,011 ) ( 459 )

United States

Federal — — 10

Foreign 286 292 272

Total deferred income tax benefit 286 292 295

Total income tax (expense) benefit

Total income tax expense $ ( 434 ) $ ( 719 ) $ ( 164 )

A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:

Year Ended December 31,

2024 2023 2022

Federal statutory income tax rate 21.0 % 21.0 % 21.0 %

1 unchanged sentence

State taxes, net of federal benefit 2.7 % ( 0.3 %) 2.8 %

Tax credits 4.0 % 4.9 % 1.3 %

Stock-based compensation ( 2.4 ) % ( 1.6 ) % ( 2.4 %)

Permanent items ( 0.3 ) % ( 0.6 ) % ( 0.3 ) %

Deferred tax rate change

Change in valuation allowance ( 22.5 ) % ( 24.3 ) % ( 20.8 ) %

Impairment of goodwill — % — % ( 1.6 %)

Other ( 0.4 %) 0.9 % ( 0.2 ) %

Effective income tax rate ( 1.1 ) % ( 2.6 ) % ( 0.2 %)

1 unchanged sentence

federal statutory rate of 21.0 % primarily as a result of the valuation allowance maintained against the Company’s net deferred tax assets.

Table of Cont ents

Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for income tax purposes.

3 unchanged sentences

Net operating loss carryforwards $ 80,541 $ 77,731

Tax credits 10,178 8,645

Deferred revenue 2,412 2,568

Amortization 645 727

Stock-based compensation 3,808 3,186

Inventory 1,069 1,391

Capitalized R&D Costs 13,753 9,353

1 unchanged sentence

Other deferred tax assets 497 198

Accrual and reserves 1,876 2,159

Total deferred tax assets 123,872 115,906

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Right-of-Use Assets $ ( 3,970 ) $ ( 4,372 )

Depreciation ( 1,137 ) ( 1,307 )

Amortization acquired intangibles ( 831 ) ( 1,253 )

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In determining the need for a valuation allowance, the Company considers the cumulative book income and loss positions of each of its entities as well as its worldwide cumulative loss position.

The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carryback net operating losses (“NOLs”), the existence of reversing taxable temporary differences, the availability of tax planning strategies, and forecasted future taxable income.

The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry back net operating losses (“NOLs”), the existence of reversing taxable temporary differences, the availability of tax planning strategies, and forecasted future taxable income.

At December 31, 2024, the Company maintained a full valuation allowance against its worldwide net deferred tax assets, as it concluded that it was more likely than not that the deferred assets will not be utilized.

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federal tax credit carryforwards of approximately $ 7.7 million that expire at various dates through 2044.

Table of Cont ents

As of December 31, 2024, the Company had $ 224.7 million of state NOLs, approximately $ 210.8 million of which expire at various dates through 2044, and approximately $ 13.9 million of which do not expire.

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The Company’s foreign subsidiaries remain open to examination by taxing authorities from 2018 onward.

As of December 31, 2023, the Company’s foreign subsidiaries had immaterial undistributed earnings and the tax payable on the earnings that are indefinitely reinvested would be immaterial.

Goodwill and Intangible Assets

During the third quarter of 2022, the Company identified certain indicators of impairment, including the significant decline in the Company’s stock price, actions taken under the Restructuring Plan (Refer to Note 17 – Restructuring) , and a reduction of forecasted sales and profitability.

As a result, the Company performed a goodwill impairment test and determined the carrying amount of the Company’s sole reporting unit exceeded its estimated fair value.

The Company concluded that its entire goodwill balance was impaired and recognized an $ 8.2 million impairment charge during the third quarter of 2022.

As of December 31, 2023 and December 31, 2022, the Company had no remaining goodwill balance.

As of December 31, 2024, the Company has accumulated undistributed earnings generated by our foreign subsidiaries of approximately $ 3.4 million and the amount of tax due on remittance would not be material.

The Company intends to indefinitely reinvest these earnings and expects future U.S.

cash generation to be sufficient to meet future U.S.

Intangible Assets

Acquired intangible assets consisted of the following (in thousands, except useful life and weighted average life amounts):

As of December 31, 2024

Gross Carrying

Weighted Average

Life (in years)

Life (in years) Gross Carrying

Value Accumulated

Amortization Cumulative

Adjustment Net Carrying

Value Weighted Average

Life Remaining (in years)

Know-how 8.5 $ 13,000 $ ( 7,057 ) $ ( 2,093 ) $ 3,850 3.0

Developed technology 7 1,650 ( 1,645 ) — 5 0.1

Customer relationships 8.5 - 10

1,360 ( 1,166 ) ( 18 ) 176 3.1

Non-compete agreements 5.5 340 ( 285 ) ( 55 ) — —

Trade names 3 50 ( 50 ) — — —

Total $ 16,400 $ ( 10,203 ) $ ( 2,166 ) $ 4,031

Table of Cont ents

As of December 31, 2023

Gross Carrying

Weighted Average

Life (in years)

Life (in years) Gross Carrying

Value Accumulated

Amortization Cumulative

Adjustment Net Carrying

Value Weighted Average

Life Remaining (in years)

Know-how 8.5 $ 13,000 $ ( 6,326 ) $ ( 1,050 ) $ 5,624 4.0

Developed technology 7 1,650 ( 1,581 ) — 69 1.1

Customer relationships 8.5 - 10

1,360 ( 1,067 ) ( 9 ) 284 4.1

Non-compete agreements 5.5 340 ( 256 ) ( 27 ) 57 1.0

The Company recorded amortization expense of $ 1.6 million, $ 1.8 million, and $ 2.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Trade names 3 50 ( 50 ) — — —

Total $ 16,400 $ ( 9,280 ) $ ( 1,086 ) $ 6,034

The Company recorded amortization expense of $ 1.6 million for both years ended December 31, 2024 and 2023 and $ 1.8 million for the year ended December 31, 2022.

Amortization of know-how is recorded in cost of goods sold;

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Total amortization expense $ 4,031

As part of the Restructuring Plan in the third quarter of 2022 (refer to Note 17 − Restructuring ), the Company decided not to use two leased facilities in its operations and intends to sublease the vacant space to recover a portion of the total lease costs.

The Company’s decision to not use the leased facilities triggered an impairment assessment and the related ROU assets and leasehold improvements became their own asset group.

The impairment analysis evaluated the present value of net cash flows under the original lease and the estimated cash flows under estimated subleases to identify any impairment amount.

The impairment assessment considered all industry and economic factors such as rental rates, interest rates, and recent real estate activities to estimate the net cash flows analysis and impairment amount.

During 2023, the Company continued to reassess the remaining ROU assets and leasehold improvements associated with the leased facilities that remained vacant.

The above assessments resulted in the Company recording an impairment charge of $ 1.3 million and $ 16.3 million during the years ended December 31, 2023 and 2022, respectively, which was recorded in impairment and restructuring on the Consolidated Statements of Operations.

For the years ended December 31, 2023 and 2022, impairment charges included $ 1.1 million and $ 12.0 million impairment of ROU assets, respectively.

For the related leasehold improvements, during the year ended December 31, 2023, impairment charges were no t material and for the year ended December 31, 2022 impairment charges were $ 4.3 million.

After recording impairments for the year ended December 31, 2023 and 2022, the carrying value of ROU assets and related leasehold improvements for facilities not being used were $ 10.1 million and $ 12.8 million, respectively.

There were no ROU asset or leasehold improvement impairments recorded in 2021.

As part of the Restructuring Plan in the third quarter of 2022 (refer to Note 18 - Restructuring ), the Company decided not to use two leased facilities in its operations and attempted to sublease the vacant space to recover a portion of the total lease costs.

The Company’s decision to not use the leased facilities moved the related ROU assets and leasehold improvements into their own asset groups and triggered an impairment assessment over those asset groups.

The impairment assessments, along with continued quarterly reassessments, resulted in the Company recording impairment charges to the related ROU assets and leasehold improvements during the years ended December 31, 2023 and 2022 as further described in Note 18 - Restructuring.

During the fourth quarter of 2024, the Company began to utilize one of these two leased facilities, while the other unused facility remained its own asset group.

The Company continued to reassess the ROU asset and leasehold improvements from the unused facility and there were no impairments recorded in 2024.

The carrying value of ROU assets and leasehold improvements for facilities not being used as of December 31, 2024 and 2023 were $ 0.8 million and $ 10.1 million, respectively.

Substantially all of the Company’s leases are located in North America.

Table of Cont ents

The components of the lease costs and supplemental cash flow information relating to the Company's leases were as follows (in thousands):

Year Ended December 31,

2024 2023 2022

Operating lease cost $ 4,949 $ 5,209 $ 5,488

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Cash paid for amounts included in the measurement of operating lease liabilities $ 8,554 $ 8,935

Operating ROU assets obtained in exchange for lease obligations

Weighted average remaining lease term - operating leases (years) 5.8 6.8

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The undiscounted future lease payments for non-cancelable operating leases were as follows (in thousands):

Maturity of lease liabilities

As of December 31, 2023

Maturity of lease liabilities As of December 31, 2024

Thereafter 7,615

Total lease payments 46,111

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Purchase Commitments

During 2022, the Company and STRATEC Consumables GmbH (“STRATEC”) entered into an amendment to the supply agreement with STRATEC (as amended, the “STRATEC Supply Agreement”), related to the supply of discs used in Simoa bead-based instruments.

As part of the STRATEC Supply Agreement, the Company agreed to purchase a total of 515 thousand discs to be shipped at various points starting in 2022 and continuing through 2024 at an agreed purchase price per disc.

The total purchase commitment under the STRATEC Supply Agreement is $ 3.7 million, of which $ 2.1 million has been paid, and $ 1.0 million is due within one year from December 31, 2023.

In 2023 and 2022, STRATEC shipped 218 thousand and 75 thousand discs, respectively, to the Company.

The Company recorded cost of product revenue related to these shipments of $ 1.6 million and $ 0.5 million for the years ended December 31, 2023 and 2022, respectively.

During 2024, STRATEC is required to ship 222 thousand discs to the Company.

Other Purchase Commitments

The Company’s other non-cancellable purchase commitments primarily consist of purchases of raw materials for manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements.

The Company’s non-cancellable purchase commitments primarily consist of purchases of raw materials for manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements.

The Company’s total purchase commitments under these agreements as of December 31, 2024 was $ 1.4 million, most of which the Company expects to incur in the year ending December 31, 2025.

Table of Cont ents

License Agreements

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Related Party Transactions

In August 2022, the Company entered into the Harvard License Agreement for certain intellectual property owned by Harvard (refer to Note 15 − Commitments and Contingencies ).

Harvard is obligated to pay a portion of the payments received from the Company under the Harvard License Agreement to a member of the Company’s Board of Directors.

A member of the Company’s Board of Directors is also affiliated with Harvard and Mass General Brigham.

Revenue recorded from sales of products and services to Harvard and its affiliates and to Mass General Brigham and its affiliates totaled $ 2.2 million, $ 1.3 million, and $ 0.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Cost of product revenue and operating expenses with Harvard and its affiliates and Mass General Brigham and its affiliates was $ 0.3 million and $ 0.3 million for the year ended December 31, 2024 and December 31, 2023, respectively, and was not material for the year ended 2022.

At December 31, 2024 and 2023, open payables to and receivable balances from Harvard and Mass General Brigham were $ 0.7 million and not material, respectively.

In June 2007, the Company entered into the Tufts License Agreement for certain intellectual property owned by Tufts (refer to Note 15 - Commitments and Contingencies ).

2 unchanged sentences

At December 31, 2024 and 2023, open payable balances to Tufts were not material.

In August 2022, the Company entered into the Harvard License Agreement for certain intellectual property owned by Harvard (refer to Note 15 − Commitments and Contingencies ).

Harvard is obligated to pay a portion of the payments received from the Company under the Harvard License Agreement to a member of the Company’s Board of Directors.

A member of the Company’s Board of Directors is also affiliated with Harvard and Mass General Brigham.

Revenue recorded from sales of products and services to Harvard and its affiliates and to Mass General Brigham and its affiliates totaled $ 1.3 million and $ 0.7 million for the years ended December 31, 2023 and 2022, respectively, and was not material for the year ended December 31, 2021.

product revenue and operating expenses with Harvard and its affiliates and Mass General Brigham and its affiliates was $ 0.3 million for the year ended December 31, 2023, and was not material for the years ended December 31, 2022 and 2021.

At December 31, 2023 and 2022, open payables to and receivable balances from Harvard and Mass General Brigham were not material.

As discussed in Note 3 - Revenue and Related Matters , on May 26, 2022, the Company and UltraDx, a company formed by ARCH, entered into the UltraDx Agreement to supply certain instruments and to grant certain licenses.

At contract inception, the Company determined that UltraDx was a related party because a member of the Company’s Board of Directors was affiliated with ARCH and UltraDx.

As of June 7, 2023, this individual was no longer a member of the Company’s Board of Directors.

Cost of product revenue with UltraDx was $ 0.3 million for the year ended December 31, 2023 and $ 0.7 million for the year ended December 31, 2022.

As of June 7, 2023, this individual was no longer a member of the

Table of Cont ents

Company’s Board of Directors.

Cost of product revenue with UltraDx was not material, $ 0.3 million, and $ 0.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.

At December 31, 2024 and 2023, there were no open payable balances to UltraDx and open receivable balances from UltraDx were not material.

Segment Reporting

The Company’s CODM is the chief executive officer, who reviews the Company's operations and manages its business as a single operating segment as of December 31, 2024.

The Company’s proprietary digital “Simoa” detection technology is used across all parts of the business to derive revenues through the sale of instruments, consumables, Accelerator Laboratory and LDT services, and warranties.

The Company’s accounting policies apply in the same manner across the business.

The Company utilizes consolidated net loss as the measure of segment profitability (loss) as required by ASU 2023-07.

The CODM uses this measure, along with the significant revenue and expense lines included below, when analyzing the Company’s operations and performance and determining how to allocate resources.

These measures are consistently used by the CODM in comparing budgeted results versus actuals, in determining when or where to invest resources into specific areas of the business, and for decision on strategic initiatives.

The following table presents the reconciliation of significant segment information reviewed by the CODM to consolidated net loss:

Year Ended December 31,

2024 2023 2022

Revenue from contracts with customers (Note 3)

$ 135,436 $ 121,139 $ 104,952

Grant revenue 1,985 1,229 570

Total revenues $ 137,421 $ 122,368 $ 105,522

Costs of goods sold and services, including shipping and handling costs $ 62,430 $ 56,290 $ 68,082

Certain operating expenses, excluding shipping and handling costs (1) 124,587 107,029 110,737

Other segment items (2) ( 11,065 ) ( 12,597 ) 26,277

Consolidated net loss $ 38,531 $ 28,354 $ 99,574

(1) Expenses consist of research and development and selling, general and administrative expenses from the Consolidated Statements of Operations and exclude shipping and handling costs.

(2) Other segment items represent discrete events, non-recurring transactions, or insignificant items that are not used by the CODM to evaluate the Company’s performance or allocate resources, and include:

Impairment and restructuring – charges recorded as a result of the Restructuring Plan (refer to Note 18 - Restructuring) , including impairment of the Company's goodwill and a portion of the Company's long-lived assets;

Other lease costs – amortization of operating lease right-of-use assets and other facility operating expenses from leased facilities the Company is not using;

Interest income - interest earned on cash, cash equivalents, and marketable securities, and the accretion of discounts on marketable securities;

Other income (expense), net – gains and losses on foreign currency, and other non-recurring items that are not a part of the Company’s core business operations;

Income tax benefit (expense) – income taxes related to federal, state, and foreign jurisdictions in which the Company conducts business.

The CODM reviews cash usage as part of evaluating the Company’s performance but does not review or evaluate any other assets.

There have been no changes to the methods used to determine segment profit or loss, or the significant segment captions, across any of the periods presented.

Table of Cont ents

Restructuring

8 unchanged sentences

The assessments resulted in the Company recording an impairment charge of $ 25.6 million during the year ended December 31, 2022, which was recorded in impairment and restructuring on the Consolidated Statements of Operations.

The impairment charge included (1) $ 8.2 million of goodwill (refer to Note 13 − Goodwill and Intangible Assets ), (2) $ 16.3 million associated with the ROU assets and related leasehold improvements at two leased facilities not being used (refer to Note 14 − Leases ), and (3) $ 1.1 million for software costs related to projects that were rationalized as part of the Restructuring Plan or the related exit and disposal costs.

During the year ended December 31, 2023, the Company recorded an additional impairment of $ 1.3 million associated with the ROU asset and related leasehold improvements at the leased facilities not being used (refer to Note 14 − Leases )

The following table presents the restructuring reserve and provision activity for the year ended December 31, 2023 (in thousands):

Severance and Employee Benefit Costs

Balance at December 31, 2022

Accrual adjustments

Cash payments

Foreign currency translation

Balance at December 31, 2023

The Company did not have any restructuring activities related to the Restructuring Plan during the year ended December 31, 2023.

The impairment charge included (1) $ 8.2 million of goodwill, (2) $ 16.3 million associated with the ROU assets and related leasehold improvements at two leased facilities not being used (refer to Note 14 - Leases ), and (3) $ 1.1 million for software costs related to projects that were rationalized as part of the Restructuring Plan or the related exit and disposal costs.

The Company did not have any additional restructuring activities during the years ended December 31, 2024 and 2023.

Employee Benefit Plans

1 unchanged sentence

During the years ended December 31, 2024, 2023, and 2022, the Company made contributions of $ 2.4 million, $ 0.8 million, and $ 1.2 million, respectively.

The increase during the year ended December 31, 2024 was due to a change in the Company's employer contribution rate.

Variable Interest Entities

The Company enters into relationships with, or has investments in, other entities that may be VIEs.

The Company assesses the criteria in ASC 810 – Consolidation to determine if any of these entities meet the definition of a VIE and require consolidation into its financial statements.

The Company’s analysis determines whether it has a controlling financial interest and also identifies the primary beneficiary of a VIE as the enterprise that has both (1) the power to direct activities of a VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity.

As discussed in Note 3 - Revenue and Related Matters , during the second quarter of 2023 the Company received one million ordinary shares of UltraDx under the UltraDx Agreement.

Primarily due to having less than a 5 % ownership interest in UltraDx, the Company concluded that it does not have the power to direct activities impacting UltraDx’s economic performance and therefore the Company is not the primary beneficiary of the VIE.

Based on the Company’s assessments, it does not have any controlling financial interests in any VIEs, and therefore did not consolidate any VIEs into its Consolidated Financial Statements during the years ended December 31, 2023 and 2022.

As of December 31, 2023 and 2022, the carrying value of the Company’s investments in VIEs was $ 0.8 million and $ 0.3 million, respectively, which were recorded in other non-current assets on the Consolidated Balance Sheets.

Since the Company does not have a controlling financial interest in the VIE, it did not consolidate the VIE into its Consolidated Financial Statements during the years ended December 31, 2024 and 2023.

As of both December 31, 2024 and 2023, the carrying value of the Company’s investment in the VIE was $ 0.8 million, which was recorded in other non-current assets on the Consolidated Balance Sheets.

Refer to Note 6 - Fair Value of Financial Instruments for the Company’s related valuation disclosures.

Maximum exposure to losses related to these VIEs is limited to their carrying value and the Company does not have any future funding commitments to these VIEs.

Maximum exposure to losses related to the VIE is limited to its carrying value and the Company does not have any future funding commitments to the VIE.

Table of Cont ents

Subsequent Events

Agreement to Acquire Akoya Biosciences, Inc.

On January 9, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Akoya Biosciences, Inc., a Delaware corporation (“Akoya”), and Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Quanterix (“Merger Sub”), in which Merger Sub will merge with and into Akoya (the “Merger”), with Akoya surviving such Merger as a wholly owned subsidiary of Quanterix.

Akoya is based in Marlborough, Massachusetts and is a life sciences technology company delivering spatial biology solutions focused on transforming discovery, clinical research and diagnostics.

Spatial phenotyping refers to technology that enables academic and biopharma scientists to detect and map the distribution of cell types and biomarkers across whole tissue samples at single-cell resolution, enabling advancements in understanding of disease progression and patient response to therapy.

The transaction is part of the Company's plans to establish the first fully integrated technology ecosystem to identify and measure biomarkers across tissue and blood, expand its technology offerings into oncology and immunology, and expand its portfolio of lab service offerings.

Under the Merger Agreement, each share of common stock, par value $ 0.00001 per share, of Akoya (the “Akoya Common Stock”) outstanding immediately prior to the merger will be converted into the right to receive 0.318 (the “Exchange Ratio”) of a fully paid and nonassessable share of common stock, par value $ 0.001 per share, of Quanterix and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding.

Each restricted stock unit in respect of shares of Akoya Common Stock and each option to acquire shares of Akoya Common Stock that is outstanding immediately prior to the merger will automatically be converted into a number of restricted stock units and options to acquire shares of Quanterix Common Stock, respectively, based on the Exchange Ratio.

The closing of the Merger is subject to a number of conditions, including:

(i) approval of the issuance of shares of the Company's common stock in the Merger by its stockholders;

(ii) approval of the Merger by Akoya stockholders;

(iii) the effectiveness of the registration statement on Form S-4 filed with the SEC in connection with the Merger;

(iv) the absence of any order issued or entered, or any law enacted or promulgated having the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger;

(v) the Company's submission to Nasdaq of a notification of shares of the Company's common stock to be issued in connection with the Merger;

(vi) performance by each party of its respective obligations under the Merger Agreement;

and (vii) the absence of a material adverse effect with respect to each of Akoya and Quanterix.

The Company and Akoya have also agreed to use their respective reasonable best efforts to cooperate in good faith to enter into one or more agreements pursuant to which Quanterix would provide Akoya with bridge financing.

Any such financing would be in the form of subordinated convertible note(s) in an aggregate principal amount not to exceed $ 30.0 million, subject to Akoya having obtained any required consents and satisfied any other conditions with respect thereto under Akoya’s existing credit facility As of the date of filing of this Annual Report on Form 10-K, the Company is negotiating the potential terms of such financing.

Acquisition of Emission Inc.

On January 8, 2025, the Company completed the acquisition of Emission Inc.

(“Emission”).

Emission is based in Georgetown, Texas and manufactures large-scale, highly-uniform dye-encapsulating magnetic beads designed for low and mid-plex assays and a mid-plex platform that reads its proprietary beads.

The transaction is part of the Company's plans to secure the use of Emission’s highly controlled beads in the Company's next generation instruments and expansion into a new multi-plex segment targeting third-party original equipment manufacturer customers.

Pursuant to the Share Purchase Agreement, the Company acquired all of the issued and outstanding shares of capital stock of Emission for an upfront payment of $ 10.0 million, with an additional $ 10.0 million payable upon completion of certain technical milestones.

Additionally, the Emission shareholders may receive up to an additional $ 50.0 million in earnout payments through December 31, 2029, contingent upon the achievement of certain performance milestones.

Table of Cont ents

In connection with the closing, the Company and Emission entered into a call option agreement, in which the Emission shareholders have the right to repurchase all of the outstanding capital stock of Emission for $ 10.0 million after five years from the closing date if Emission’s revenues do not exceed $ 5.0 million in any one year during such five-year period.

If the Emission shareholders exercise the right to repurchase Emission and consummate the repurchase, the Company will retain a perpetual, fully-paid, irrevocable license to all Emission intellectual property required to continue to manufacture and commercialize the Company's products.

The initial accounting for the acquisition was not complete at the time of filing of this Annual Report on Form 10-K due to the timing of the acquisition.

As a result, the full disclosures required under ASC 805-10-50 – Business Combination s cannot be made at this time.

Acquisition costs incurred during the year ended December 31, 2024 related to the Emission acquisition were not material.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures